| Schedule of long-term debt instruments |
Our debt as of September 30, 2019 and December 31, 2018 consisted of the following:
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Carrying value(a) at
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Issuer / Borrower |
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Issued |
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Debt |
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Maturity Date |
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Interest Payable |
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Principal Amount at September 30, 2019 |
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September 30, 2019 |
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December 31, 2018 |
Pandora
(b) (c) |
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December 2015 |
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1.75% Convertible Senior Notes |
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December 1, 2020 |
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semi-annually on June 1 and December 1 |
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$ |
1 |
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$ |
1 |
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$ |
— |
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Sirius XM
(d) |
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July 2017 |
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3.875% Senior Notes |
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August 1, 2022 |
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semi-annually on February 1 and August 1 |
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1,000 |
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995 |
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994 |
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Sirius XM
(d) |
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May 2013 |
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4.625% Senior Notes |
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May 15, 2023 |
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semi-annually on May 15 and November 15 |
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500 |
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498 |
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497 |
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Pandora
(b) (e) |
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June 2018
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1.75% Convertible Senior Notes |
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December 1, 2023 |
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semi-annually on June 1 and December 1 |
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193 |
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161 |
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— |
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Sirius XM
(d) (h) |
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May 2014 |
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6.00% Senior Notes |
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July 15, 2024 |
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semi-annually on January 15 and July 15 |
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— |
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— |
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1,490 |
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Sirius XM
(d) (i) |
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July 2019 |
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4.625% Senior Notes |
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July 15, 2024 |
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semi-annually on January 15 and July 15 |
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1,500 |
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1,484 |
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— |
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Sirius XM
(d) |
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March 2015 |
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5.375% Senior Notes |
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April 15, 2025 |
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semi-annually on April 15 and October 15 |
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1,000 |
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993 |
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992 |
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Sirius XM
(d) |
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May 2016 |
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5.375% Senior Notes |
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July 15, 2026 |
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semi-annually on January 15 and July 15 |
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1,000 |
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992 |
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991 |
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Sirius XM
(d) |
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July 2017 |
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5.00% Senior Notes |
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August 1, 2027 |
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semi-annually on February 1 and August 1 |
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1,500 |
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1,488 |
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1,487 |
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Sirius XM
(d) (g) |
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June 2019 |
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5.500% Senior Notes |
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July 1, 2029 |
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semi-annually on January 1 and July 1 |
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1,250 |
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1,236 |
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— |
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Sirius XM
(f) |
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December 2012 |
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Senior Secured Revolving Credit Facility (the "Credit Facility") |
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June 29, 2023 |
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variable fee paid quarterly |
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65 |
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65 |
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439 |
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Sirius XM |
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Various |
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Finance leases |
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Various |
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n/a |
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n/a |
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3 |
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5 |
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Total Debt |
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7,916 |
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6,895 |
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Less: total current maturities |
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2 |
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3 |
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Less: total deferred financing costs |
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10 |
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7 |
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Total long-term debt |
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$ |
7,904 |
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$ |
6,885 |
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(a) |
The carrying value of the obligations is net of any remaining unamortized original issue discount. |
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(b) |
Holdings has unconditionally guaranteed all of the payment obligations of Pandora under these notes. |
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(c) |
We acquired $152 in principal amount of the 1.75% Convertible Senior Notes due 2020 as part of the Pandora Acquisition. On February 14, 2019, Pandora announced a tender offer to repurchase for cash any and all of its outstanding 1.75% Convertible Senior Notes due 2020 at a price equal to 100% of the aggregate principal amount thereof plus accrued and unpaid interest thereon to, but not including, the repurchase date. On March 18, 2019, we purchased $151 in aggregate principal amount of the 1.75% Convertible Senior Notes due 2020 that had been validly tendered and not validly withdrawn in the repurchase offer. We recorded a $1 Loss on extinguishment of debt in connection with this transaction. In addition, we unwound a capped call security acquired as part of the Pandora Acquisition in March 2019 for $3.
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(d) |
All material domestic subsidiaries, including Pandora and its subsidiaries, that guarantee the Credit Facility have guaranteed these notes. |
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(e) |
We acquired $193 in principal amount of the 1.75% Convertible Senior Notes due 2023 as part of the Pandora Acquisition. We allocate the principal amount of the 1.75% Convertible Senior Notes due 2023 between the liability and equity components. The value assigned to the debt components of the 1.75% Convertible Senior Notes due 2023 is the estimated fair value as of the issuance date of similar debt without the conversion feature. The difference between the fair value of the debt and this estimated fair value represents the value which has been assigned to the equity component. The equity component is recorded to additional paid-in capital and is not
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remeasured as long as it continues to meet the conditions for equity classification. The excess of the principal amount of the Notes over the carrying amount of the liability component is recorded as a debt discount and is being amortized to interest expense using the effective interest method through the December 1, 2023 maturity date. The 1.75% Convertible Senior Notes due 2023 were not convertible into common stock and not redeemable as of September 30, 2019. As a result, we have classified the debt as Long-term within our unaudited consolidated balance sheets.
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(f) |
The $1,750 Credit Facility expires in June 2023. Sirius XM's obligations under the Credit Facility are guaranteed by certain of its material domestic subsidiaries, including Pandora and its subsidiaries, and are secured by a lien on substantially all of Sirius XM's assets and the assets of its material domestic subsidiaries. Interest on borrowings is payable on a monthly basis and accrues at a rate based on LIBOR plus an applicable rate. Sirius XM is also required to pay a variable fee on the average daily unused portion of the Credit Facility which is payable on a quarterly basis. The variable rate for the unused portion of the Credit Facility was 0.25% per annum as of September 30, 2019. All of Sirius XM's outstanding borrowings under the Credit Facility are classified as Long-term debt within our unaudited consolidated balance sheets due to the long-term maturity of this debt. Additionally, the amount available for future borrowing under the Credit Facility is reduced by letters of credit issued for the benefit of Pandora, which were $1 as of September 30, 2019.
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(g) |
On June 7, 2019, Sirius XM issued $1,250 aggregate principal amount of the 5.500% Senior Notes due 2029 with a net original issuance discount and deferred financing costs in the aggregate of $16.
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(h) |
On July 18, 2019, Sirius XM redeemed $1,500 in outstanding principal amount of the 6.00% Senior Notes due 2024 for an aggregate purchase price, including premium and interest, of $1,546. We recognized $56 to Loss on extinguishment of debt, consisting primarily of unamortized discount, deferred financing fees and redemption premium, as a result of this redemption.
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(i)
On July 2, 2019 Sirius XM issued $1,500 aggregate principal amount of the 4.625% Senior Notes due 2024 with a net original issuance discount and deferred financing costs in the aggregate of $19.
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